<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------
TENNECO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 76-0233548
(STATE OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
1275 KING STREET, GREENWICH, CT 06831
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICE)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [_]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
----------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
<S> <C>
8 1/4% Cumulative Junior Preferred Stock, Se-
ries A, without par value New York Stock Exchange
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(Title of Class)
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<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The information called for by this item is incorporated herein by reference
(i) to the information set forth under the caption "Description of Capital
Stock" in the Registrant's Prospectus included in the Registrant's
Registration Statement on Form S-3 (File No. 333-14009), filed on October 11,
1996 with the Securities and Exchange Commission (the "Commission"), pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), and as
amended by Amendment Nos. 1 and 2 thereto filed on October 25, 1996 and
November 5, 1996, respectively, and (ii) to the information set forth under
the caption "Description of Series A Preferred Stock" in the Prospectus
Supplement dated November 12, 1996 for the 8 1/4% Cumulative Junior Preferred
Stock, Series A of the Registrant to be filed on November 13, 1996 with the
Commission pursuant to Rule 424(b) under the Securities Act.
ITEM 2. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
1. Certificate of Incorporation of the Registrant, as amended and
supplemented as of
March 1, 1996 (incorporated herein by reference from Exhibit 3(a)
of Registrant's Form 10-K for the fiscal year ended December 31,
1995, File No. 1-9864).
2. Form of Certificate of Amendment of Certificate of Incorporation
of Registrant (incorporated herein by reference from Appendix H
filed as part of El Paso Natural Gas Company's Amendment No. 2 to
Form S-4, No. 333-10911 filed November 1, 1996).
*3. Form of Certificate of Designation, Preferences and Rights of
Series A Junior Preferred Stock, to be filed with the Secretary of
the State of Delaware.
*4. Form of Stock Certificate of the Series A Junior Preferred Stock.
</TABLE>
- --------
*Filed herewith.
2
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
Tenneco Inc.
(Registrant)
By:
/s/ Karl A. Stewart
-------------------------------------
Karl A. Stewart
Vice President and Secretary
Dated: November 12, 1996
3
<PAGE>
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM 8-A
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
1. Certificate of Incorporation of the Registrant, as amended and
supplemented as of March 1, 1996 (incorporated herein by reference
from Exhibit 3(a) of Registrant's Form 10-K for the fiscal year ended
December 31, 1995, File No. 1-9864).
2. Form of Certificate of Amendment of Certificate of Incorporation of
Registrant (incorporated herein by reference from Appendix H filed as
part of El Paso Natural Gas Company's Amendment No. 2 to Form S-4,
No. 333-10911 filed November 1, 1996).
3. Form of Certificate of Designation, Preferences and Rights of Series
A Junior Preferred Stock, to be filed with the Secretary of the State
of Delaware.
4. Form of Stock Certificate of the Series A Junior Preferred Stock.
</TABLE>
4
<PAGE>
TENNECO INC.
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF JUNIOR PREFERRED STOCK
BY RESOLUTIONS OF THE BOARD OF DIRECTORS
PROVIDING FOR AN ISSUE OF 2,000,000
SHARES OF JUNIOR PREFERRED STOCK DESIGNATED
" % CUMULATIVE JUNIOR PREFERRED STOCK, SERIES A"
----------------
I, , , of Tenneco Inc. (hereinafter referred to as the
"Corporation"), a corporation organized and existing under the General
Corporation Law of the State of Delaware, in accordance with the provisions of
Section 151 thereof, DO HEREBY CERTIFY:
That pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of said Corporation, as amended (the "Certificate
of Incorporation"), the Board of Directors is authorized to issue Junior
Preferred Stock, without par value, of the Corporation ("Junior Preferred
Stock") in one or more series, and the Board of Directors (i) has authorized
the issuance of the series of Junior Preferred Stock hereinafter provided for,
and (ii) has authorized a special committee of the Board of Directors (the
"Junior Preferred Stock Issuance Committee") to adopt the resolutions set
forth below creating a series of 2,000,000 shares of Junior Preferred Stock,
without par value, designated as % Cumulative Junior Preferred Stock,
Series A.
That the Junior Preferred Stock Issuance Committee has adopted the following
resolution:
RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by the Certificate of Incorporation and the authority
vested by such Board in a Junior Preferred Stock Issuance Committee, all of
the members of which are members of such Board, a series of Junior
Preferred Stock, without par value, of the Corporation (the "Junior
Preferred Stock") be, and hereby is created, to be designated " %
Cumulative Junior Preferred Stock, Series A" (hereinafter referred to as
the "Series A Preferred Stock"), consisting of 2,000,000 shares, and the
designations, powers, preferences and relative and other special rights and
the qualifications, limitations and restrictions of the Series A Preferred
Stock, are hereby fixed and stated to be as follows (all terms used herein
which are defined in the Certificate of Incorporation shall be deemed to
have the meanings provided therein):
Section 1. Dividends. (a) The dividend rate on the Series A Preferred
Stock shall be $ per annum ($ per quarter-year). Dividends
(including Additional Dividends (as defined in Section 2)) on shares of the
Series A Preferred Stock shall accrue, whether or not declared, on a daily
basis from the date of issuance of such shares. Accrued but unpaid
dividends shall not bear interest.
(b) Dividends on the Series A Preferred Stock shall be payable, when, as
and if declared by the Board of Directors of the Corporation out of assets
legally available therefor, quarter-yearly on the last days of March, June,
September and December in each year (each, a "Dividend Payment Date"), with
the first dividend payment date being the next Dividend Payment Date
following the date of issuance. Dividends will be payable to holders of
record of the Series A Preferred Stock as they appear on the stock books of
the Corporation on such record dates, not more than 60 days preceding the
Dividend Payment Dates. Dividends payable on the Series A Preferred Stock
for any period shorter than a quarter-yearly dividend period shall be
computed on the basis of a 360-day year of twelve 30-day months. The Series
A Preferred Stock shall rank on a parity with each other series of Junior
Preferred Stock as to the payment of dividends, except to the extent
otherwise provided in Section 7 hereof or in the resolution or resolutions
providing for the issuance of such other series.
(c) If (x) the Stock Issuance (as defined in the Amended and Restated
Agreement and Plan of Merger, dated as of , 1996, as such may be
amended or supplemented from time to time (the "Merger Agreement") among
the Corporation, El Paso Natural Gas Company, a Delaware corporation ("El
Paso") and El Paso Merger Company, a Delaware corporation) is not approved
by the stockholders of El Paso (as hereinafter defined) at a special
meeting of El Paso stockholders (including any adjournments or
postponements thereof, the "El Paso Special Meeting") called to approve
such issuance, (y) the Merger (as
<PAGE>
defined in the Merger Agreement) is effected, and (z) on or before the 30th
day after the date of the El Paso Special Meeting, either Standard & Poor's
Corp. or Moody's Investors Service, Inc., downgrades the rating previously
given by it to the Series A Preferred Stock (the "Revised Ratings"), the
annual dividend rate set forth in (a) above will be automatically subjected
to a one-time upward adjustment by the amount set forth in the table below
opposite the applicable Revised Rating, effective as of the date of
original issuance of the Series A Preferred Stock.
<TABLE>
<CAPTION>
ANNUAL
DIVIDEND
RATE
REVISED RATINGS (MOODY'S/S&P) INCREASE
----------------------------- --------
<S> <C>
Ba1/BBB- or Baa3/BB+............................................. %
Ba1/BB+.......................................................... %
Ba2/BB+ or Ba1/BB................................................ %
Ba2/BB........................................................... %
Ba3/BB or BA2/BB-................................................ %
Ba3/BB-.......................................................... %
</TABLE>
If any such adjustment to the annual dividend rate occurs after a
Dividend Payment Date as to which the Corporation previously paid dividends
on the Series A Preferred Stock, additional dividends will be payable on
each share of Series A Preferred Stock on the next succeeding Dividend
Payment Date (or if such adjustment occurs after the dividend payable on
the next succeeding Dividend Payment Date has been declared, on the second
succeeding Dividend Payment Date following the date of such adjustment) to
the holder of record of such share of Series A Preferred Stock as of the
record date established for such succeeding Dividend Payment Date (or
second succeeding Dividend Payment Date, as the case may be) in an amount
equal to the excess of (x) the aggregate amount of dividends that would
have been payable on such share on all Dividend Payment Dates as to which
the Corporation previously paid dividends on the Series A Preferred Stock
if dividends accrued from the date of issuance of the Series A Preferred
Stock at the adjusted annual dividend rate over (y) the aggregate amount of
dividends actually paid with respect to such share of Series A Preferred
Stock. If the annual dividend rate is adjusted as provided above, the
Corporation will cause notice of such adjustment to be sent to the holders
of record of the Series A Preferred Stock as they appear in the stock
register of the Corporation.
Section 2. Changes in the Dividends Received Percentage. (a)
Notwithstanding Section 1 hereof, if one or more amendments to the Internal
Revenue Code of 1986, as amended (the "Code"), are enacted that reduce the
percentage of the dividends received deduction as specified in Section
243(a)(1) of the Code or any successor provision (the "Dividends Received
Percentage") to below 70%, the amount of each dividend payable per share of
the Series A Preferred Stock for dividend payments made on or after the
effective date of such change (or the second succeeding dividend payment
after such effective date, as hereinafter described) will be adjusted by
multiplying the amount of the dividend payable pursuant to Section 1
(before adjustment) by a factor, which will be the number determined in
accordance with the following formula (the "DRD Formula"), and rounding the
result to the nearest cent:
1 - (.35 (1 - .70))
-------------------------
1 - (.35 (1 - DRP))
For the purposes of the DRD Formula, "DRP" means the Dividends Received
Percentage applicable to the dividend in question. No amendment to the
Code, other than a change in the percentage of the dividends received
deduction set forth in Section 243(a)(1) of the Code or any successor
provision, will give rise to an adjustment. Notwithstanding the foregoing
provisions of this Section 2, in the event that, with respect to any such
amendment, the Corporation receives either an unqualified opinion of
nationally recognized independent tax counsel selected by the Corporation
or a private letter ruling or similar form of authorization from the
Internal Revenue Service to the effect that such an amendment would not
apply to dividends payable on the Series A Preferred Stock, then any such
amendment will not result in the adjustment provided for pursuant to the
DRD Formula. The opinion referenced in the previous sentence must be based
upon a specific exception in the legislation amending the DRP or upon a
published
2
<PAGE>
pronouncement of the Internal Revenue Service addressing such legislation.
The Corporation's calculation of the dividends payable, as so adjusted and
as certified accurate as to calculation and reasonable as to method by the
independent public accountants then regularly engaged by the Corporation,
will be final and not subject to review absent manifest error.
(b) If any amendment to the Code which reduces the Dividends Received
Percentage to below 70% is enacted after a dividend payable on a Dividend
Payment Date has been declared but prior to the applicable dividend payment
date, the amount of dividend payable on such Dividend Payment Date will not
be increased. Instead, an amount, equal to the excess of (x) the product of
the dividends paid by the Corporation on such Dividend Payment Date and the
factor derived from the DRD Formula (where the DRP used in the DRD Formula
would be equal to the reduced Dividends Received Percentage for such
dividends) over (y) the dividends paid by the Corporation on such Dividend
Payment Date, will be payable to holders of record as of the record date
established for the next succeeding Dividend Payment Date in addition to
any other amounts payable on such date. Notwithstanding the foregoing, no
such additional dividend will be payable pursuant to this Section 2 if such
amendment to the Code would not result in an adjustment to the DRD Formula
due to the Corporation having received either an opinion of counsel or tax
ruling referred to in paragraph (a) of this Section 2.
(c) If, prior to January 2, 1997, an amendment to the Code is enacted
that reduces the Dividends Received Percentage to below 70% and such
reduction retroactively applies to a Dividend Payment Date as to which the
Corporation previously paid dividends on the Series A Junior Preferred
Stock (each an "Affected Dividend Payment Date"), additional dividends (the
"Additional DRD Dividends") will be payable out of funds legally available
therefor on the next succeeding Dividend Payment Date (or if such amendment
is enacted after the dividend payable on such Dividend Payment Date has
been declared, on the second succeeding Dividend Payment Date following the
date of enactment) to holders of record as of the record date established
for such succeeding Dividend Payment Date in an amount equal to the excess
of (x) the product of the dividends paid by the Corporation on each
Affected Dividend Payment Date and the factor derived from the DRD Formula
(where the DRP used in the DRD Formula would be equal to the reduced
Dividends Received Percentage applied to each Affected Dividend Payment
Date), over (y) the dividends paid by the Corporation on all Affected
Dividend Payment Dates.
(d) Additional DRD Dividends will not be payable in respect of the
enactment of any amendment to the Code on or after January 2, 1997 which
retroactively reduces the Dividends Received Percentage to below 70%, or if
enacted prior to January 2, 1997, which would not result in an adjustment
due to the Corporation having received either an opinion of counsel or tax
ruling referred to in clause (a) of this Section 2. The Corporation shall
only be required to make one payment of Additional DRD Dividends.
(e) In the event that the amount of dividends payable per share of the
Series A Preferred Stock are adjusted pursuant to the DRD Formula and/or
Additional DRD Dividends are to be paid, the Corporation shall cause notice
of each such adjustment and, if applicable, any Additional DRD Dividends,
to be sent to the holders of record of the Series A Preferred Stock as they
appear in the stock register of the Corporation.
Section 3. Optional Redemption. (a) At any time or from time to time, on
or after , 2001, the Series A Preferred Stock may be redeemed at the
option of the Corporation, in whole or in part, at a redemption price equal
to $50.00 per share, plus accrued and unpaid dividends (whether or not
declared) to but excluding the date fixed for redemption including any
changes in dividends payable due to changes in the annual dividend rate or
Dividends Received Percentage, and Additional DRD Dividends if any. If full
cumulative dividends on the Series A Preferred Stock for all past dividend
periods have not been paid or declared and set apart for payment, the
Series A Preferred Stock shall not be redeemed in part by the Corporation
pursuant to this clause (a) and the Corporation shall not purchase or
acquire any shares of Series A Preferred Stock other than pursuant to
Section 4 hereof or pursuant to a purchase or exchange offer made on the
same terms to all holders of the Series A Preferred Stock. If fewer than
all the outstanding shares of
3
<PAGE>
Series A Preferred Stock are to be redeemed, the Corporation will select
those to be redeemed pro rata, by lot or by a substantially equivalent
method.
(b) If the Dividends Received Percentage is equal to or less than %
and, as a result, the amount of dividends on the Series A Preferred Stock
payable on any Dividend Payment Date will be or is adjusted upwards as
provided in Section 2, the Corporation, at its option, may redeem all, but
not less than all, of the outstanding shares of the Series A Preferred
Stock, provided that within 60 days of the date on which an amendment to
the Code is enacted which reduces the Dividends Received Percentage to %
or less, the Corporation gives notice of redemption as provided in
paragraph (d) of this Section 3 to all holders of record of the Series A
Preferred Stock. A redemption of the Series A Preferred Stock in accordance
with this paragraph (b) shall be at the applicable redemption price set
forth in the following table, in each case plus an amount equal to accrued
and unpaid dividends (whether or not declared) thereon to but excluding the
date fixed for redemption, including any changes in dividends payable due
to changes in the annual dividend rate or Dividends Received Percentage,
and Additional Dividends, if any:
<TABLE>
<CAPTION>
REDEMPTION
PRICE PER
REDEMPTION PERIOD SHARE
----------------- ----------
<S> <C>
, 1996 to , 1997....................................... $
, 1997 to , 1998.......................................
, 1998 to , 1999.......................................
, 1999 to , 2000.......................................
, 2000 to , 2001.......................................
, 2001 and thereafter......................................
</TABLE>
(c) If at any time fewer than 200,000 shares of Series A Preferred Stock
remain outstanding, the Corporation, at its option, may redeem all, but not
less than all, of the outstanding Series A Preferred Stock. A redemption of
the Series A Preferred Stock in accordance with this clause (c) shall be at
the applicable redemption price set forth in the following table, in each
case plus an amount equal to accrued but unpaid dividends (whether or not
declared thereon) to but excluding the date fixed for redemption, including
any changes in dividends payable due to changes in the annual dividend rate
or the Dividends Received Percentage, and Additional DRD Dividends, if any:
<TABLE>
<CAPTION>
REDEMPTION
PRICE PER
REDEMPTION PERIOD SHARE
----------------- ----------
<S> <C>
Date of Issuance to , 1997........................... $
, 1997 to , 1998........................... $
, 1998 to , 1999........................... $
, 1999 to , 2000........................... $
, 2000 to , 2001........................... $
, 2001 and thereafter................................ $
</TABLE>
(d) Notice of redemption pursuant to paragraph (a), (b) or (c) of this
Section 3 will be given by mail, (i) not less than 30 days prior to the
date fixed for redemption thereof in the case of paragraph (a) and (ii) not
less than 30 nor more than 60 days prior to the date fixed for redemption
thereof, in the case of paragraphs (b) and (c), in each case to each record
holder of the shares of Series A Preferred Stock to be redeemed at the
address of such holder in the stock register of the Corporation. If a
notice of redemption has been given, from and after the specified
redemption date (unless the Corporation defaults in making payment of the
redemption price), dividends on the Series A Preferred Stock so called for
redemption will cease to accrue, such shares will no longer be deemed to be
outstanding, and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive the redemption price) will cease.
Subject to applicable escheat and similar abandoned property laws, any
moneys set aside by the Corporation for such redemption and unclaimed at
the end of six months from the redemption date shall revert to the general
funds of the Corporation, after which reversion the holders of such shares
so called for redemption shall look only to the general funds of the
Corporation for the payment of the amounts payable upon such redemption.
Any interest accrued on funds so deposited shall be paid to the Corporation
from time to time.
4
<PAGE>
Section 4. Mandatory Redemption. Upon the occurrence of a Mandatory
Redemption Event, the Corporation shall redeem out of funds legally
available therefor all of the outstanding shares of Series A Preferred
Stock on a date (the "Mandatory Redemption Date") not more than 60 days
after the date of such Mandatory Redemption Event at $ per share plus an
amount equal to accrued and unpaid dividends (whether or not declared)
thereon to but excluding the Mandatory Redemption Date including any
changes in dividends payable due to changes in the annual dividend rate or
Dividends Received Percentage, and Additional Dividends, if any.
A "Mandatory Redemption Event" shall mean the earliest to occur of the
following events:
(i) the Transaction (as defined below) shall have been subjected to a
vote by the stockholders of the Corporation at the Tenneco Special
Meeting and shall not have been approved; (ii) the Transaction shall
not have been approved by the requisite vote of the stockholders of the
Corporation entitled to vote thereon on or prior to March 31, 1997; and
(iii) the Corporation shall not have accepted on or prior to March 31,
1997 any indebtedness of the Corporation and its subsidiaries tendered
to it pursuant to the cash tender offers made by it pursuant to the
Transaction.
"Transaction" means the reorganization of the Corporation pursuant to
which (i) the Corporation and its subsidiaries will, pursuant to a
Distribution Agreement dated as of , 1996 (as such may be
amended, supplemented or modified from time to time among the Corporation,
New Tenneco Inc., a newly formed wholly-owned subsidiary of the Corporation
("New Tenneco"), and Newport News Shipbuilding Inc., a wholly-owned
subsidiary of the Corporation ("Newport News"), undertake various
intercompany transfers and distributions designed to restructure, divide
and separate their various businesses and assets so that all of the assets,
liabilities and operations of (A) their automotive parts, packaging and
administrative services businesses ("Industrial Business") are owned and
operated by New Tenneco, and (B) their shipbuilding business ("Shipbuilding
Business") are owned and operated by Newport News; (ii) the Corporation
will then distribute pro rata to holders of Common Stock all of the
outstanding common stock of New Tenneco and Newport News; and (iii)
thereafter a subsidiary of El Paso will merge with and into the
Corporation, which will then consist of the remaining existing and
discontinued operations of the Corporation and its subsidiaries other than
those relating to the Industrial Business or the Shipbuilding Business,
including the transmission and marketing of natural gas, pursuant to the
Merger Agreement.
Notice of redemption pursuant to this Section 4 will be given by mail,
not less than 30 nor more than 60 days prior to the Mandatory Redemption
Date to each record holder of shares of Series A Preferred Stock at the
address of such holder in the stock register of the Corporation. If a
notice of redemption has been given, from and after the Mandatory
Redemption Date (unless the Corporation defaults in making payment of the
redemption price), dividends on the Series A Preferred Stock will cease to
accrue, such shares will no longer be deemed to be outstanding, and all
rights of the holders thereof as stockholders of the Corporation (except
the right to receive the redemption price) will cease. Subject to
applicable escheat and similar abandoned property laws, any moneys set
aside by the Corporation for such redemption and unclaimed at the end of
six months from the Mandatory Redemption Date shall revert to the general
funds of the Corporation, after which reversion the holders of such shares
so called for redemption shall look only to the general funds of the
Corporation for the payment of the amounts payable upon such redemption.
Any interest accrued on funds so deposited shall be paid to the Corporation
from time to time.
Section 5. Voting. The Series A Preferred Stock shall have the following
voting rights:
(a) Each share of Series A Preferred Stock shall entitle the holder
thereof to one vote on all matters submitted to a vote of the holders
of Series A Preferred Stock.
(b) The holders of Series A Preferred Stock, voting as a separate
series from all other series of Junior Preferred Stock and classes of
capital stock, but together as a single class with the holders of %
Cumulative Junior Preferred Stock, Series B, of the Corporation
("Series B Preferred Stock") and each other class or series ranking on
parity with respect to dividends with the Series A Preferred
5
<PAGE>
Stock and Series B Preferred Stock and having substantially the same
voting rights (together with the Series A Preferred Stock and Series B
Preferred Stock, the "Voting Preferred Stock"), shall be entitled, at
each annual meeting of stockholders of the Corporation, to elect a
number of directors of the Corporation equivalent to the smallest
number, representing at least one-sixth of the number of members of the
Board of Directors as if there were no vacancies or unfilled newly
created directorships on such Board, which number shall not give effect
to any directors elected pursuant to paragraph (c) below. Any director
so elected shall hold office until the next annual meeting and until
his or her successor shall be elected and qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from
office.
A director elected pursuant to the terms of this paragraph (b) may be
removed without cause only by the holders of a majority in voting power
of the outstanding Voting Preferred Stock, entitled to vote in an
election of such director.
At such time as all shares of the Voting Preferred Stock shall cease
to be outstanding, the term of office of any director elected pursuant
to this paragraph (b), or his or her successor, shall automatically
terminate.
(c) Whenever, at any time or times, dividends payable on the Series A
Preferred Stock shall be in arrears for dividend periods, whether or
not consecutive, containing in the aggregate a number of days
equivalent to six calendar quarters, the holders of outstanding Series
A Preferred Stock shall have the exclusive right, in addition to their
rights under (b) above, voting together with the Voting Junior
Preferred Stock but as a separate series from all other series of
Junior Preferred Stock and classes of capital stock of the Corporation,
at each meeting of the stockholders held for the purpose of electing
directors, to elect two directors of the Corporation, until such time
as all dividends accumulated on the Series A Preferred Stock and in
arrears shall have been paid in full or declared and set apart for
payment, at which time the right of the holders of the Series A
Preferred Stock to vote pursuant to the provisions of this clause (c)
shall terminate, subject to revesting in the event of each and every
subsequent default of the character and for the time above mentioned.
At any time when voting rights shall, pursuant to the provisions of
this clause (c), be vested in the Series A Preferred Stock, the number
of directors of the Corporation shall be automatically increased, to
the extent necessary, so that two directors may be elected by the
holders of the Series A Preferred Stock, voting together with all other
Voting Preferred Stock, and a proper officer of the Corporation shall,
upon the written request of the holders of record of at least ten
percent in aggregate liquidation value of the Series A Preferred Stock
then outstanding and other outstanding Voting Preferred Stock then
entitled to vote in such election, addressed to the Secretary of the
Corporation, call a special meeting of holders of the Series A
Preferred Stock and of any other class or series of Voting Preferred
Stock then entitled to vote in such election. Such meeting shall be
held at the earliest practicable date but in no event shall a special
meeting be held if the annual meeting of stockholders of the
Corporation is to be held within 90 days of the receipt by the
Secretary of the Corporation of such request. If such meeting shall not
be called by the proper officer of the Corporation as required within
20 days after personal service of the said written request upon the
Secretary of the Corporation, or within 20 days after mailing the same
within the United States of America by certified or registered mail,
return receipt requested, addressed to the Secretary of the Corporation
at its principal office (such mailing to be evidenced by the registry
receipt issued by the postal authorities), then the holders of record
of at least ten percent of the aggregate liquidation value of the
Series A Preferred Stock then outstanding and other outstanding Voting
Preferred Stock then entitled to vote in such election may designate in
writing one of their number to call such meeting, and such meeting may
be called by such person designated upon the notice required for annual
meetings of stockholders but in no event shall a special meeting be
held if the annual meeting of stockholders of the Corporation is to be
held within 90 days of the receipt by the Secretary of the Corporation
of such request. Any holder of the Voting Junior Preferred Stock so
designated shall have access to the stock books of the Corporation for
the purpose of causing a meeting of stockholders to be called pursuant
to these provisions.
6
<PAGE>
Upon any termination of the right of the holders of the Series A
Junior Preferred Stock to vote for directors as a class as provided in
this clause (c), the term of office of the directors so elected in
accordance with this paragraph (c) shall automatically terminate and
the number of directors shall be reduced accordingly.
(d) At any meeting so called pursuant to paragraph (c) above, and at
any other meeting of stockholders held for the purpose of electing
directors at which the holders of the Voting Junior Preferred Stock
shall have the right to elect directors as provided in paragraph (b) or
paragraph (c) above, the presence in person or by proxy of a majority
in voting power of the outstanding shares of the Voting Junior
Preferred Stock shall be required to constitute a quorum thereof for
the election of any director by the holders of the Voting Junior
Preferred Stock.
At any such meeting or adjournment thereof, (x) the absence of a
quorum of the Voting Junior Preferred Stock, shall not prevent the
election of directors other than those to be elected by the Voting
Junior Preferred Stock and the absence of a quorum for the election of
such other directors shall not prevent the election of the directors to
be elected by the Voting Junior Preferred Stock, and (y) in the absence
of either or both such quorums, a majority in voting power of the
holders present in person or by proxy of the stock or stocks which lack
a quorum shall have power to adjourn the meeting, subject to applicable
law, for the election of directors which they are entitled to elect
from time to time without notice other than announcement at the meeting
until a quorum shall be present.
(e) If by reason of any resignation, retirement, disqualification,
death or removal there are not in office all such directors that the
holders of the Voting Junior Preferred Stock are entitled to elect
pursuant to paragraph (c), then any such vacancy shall be filled only
by the remaining director elected by such holders or, only in the event
there is no such remaining director, by the holders of the Voting
Preferred Stock entitled to vote thereon. If by reason of any
resignation, retirement, disqualification, death or removal there are
not in office all such directors that the holders of the Voting
Preferred Stock are entitled to elect pursuant to paragraph (b), then
any such vacancy shall be filled by a majority of the remaining
directors elected by such holders or, in the event there are no such
remaining directors, by the majority vote of the remaining directors
then constituting the Board of Directors.
Promptly after the right of the holders of the Voting Preferred Stock
to fill any vacancy as set forth in the immediately preceding paragraph
arises, the Board of Directors may cause a special meeting of the
holders of Voting Preferred Stock entitled to vote thereon, to be held
for the purpose of filling such vacancy and such vacancy shall be
filled at any such special meeting. Such meeting shall be held at the
earliest practicable date but in no event shall a special meeting be
held if the annual meeting of stockholders of the Corporation is to be
held within 90 days of the occurrence of such vacancy.
Notwithstanding the immediately preceding paragraph, at any time
after the right of the holders of the Voting Preferred Stock to fill
any vacancy as set forth above in the first paragraph of this paragraph
(e) arises, a proper officer of the Corporation shall, upon the written
request of the holders of record of at least ten percent in aggregate
liquidation value of the Voting Preferred Stocks then outstanding,
addressed to the Secretary of the Corporation, call a special meeting
of holders of the Voting Preferred Stock entitled to vote thereon. Such
meeting shall be held at the earliest practicable date but in no event
shall a special meeting be held if the annual meeting of stockholders
of the Corporation is to be held within 90 days of the occurrence of
such vacancy. If such meeting shall not be called by the proper officer
of the Corporation as required within 20 days after personal service of
the said written request upon the Secretary of the Corporation, or
within 20 days after mailing the same within the United States of
America by registered mail addressed to the Secretary of the
Corporation at its principal office (such mailing to be evidenced by
the registry receipt issued by the postal authorities), then the
holders of record of at least ten percent of the aggregate liquidation
value of the Voting Junior Preferred Stocks then outstanding and
entitled to vote thereon may designate in writing one of their number
to call such meeting, and such meeting may be called by such person
designated upon the notice required for annual meetings of stockholders
and shall be held at the place at which
7
<PAGE>
the last preceding annual meeting of the stockholders of the
Corporation was held. Any holder of the Voting Junior Preferred Stock
so designated shall have access to the stock books of the Corporation
for the purpose of causing a meeting of stockholders to be called
pursuant to these provisions.
(f) So long as any shares of Series A Junior Preferred Stock or
Series B Junior Preferred Stock are outstanding, the Corporation shall
not, without the consent of the holders of at least a majority in
voting power of the outstanding shares of Series A Junior Preferred
Stock and Series B Junior Preferred Stock, voting together as a single
class, given in person or by proxy, either in writing or by vote at an
annual meeting or a special meeting called for that purpose:
(A) issue any additional class of stock or any additional
series of Junior Preferred Stock ranking, in each case, prior to
or on parity with the Series A Preferred Stock and Series B
Junior Preferred Stock as to the payment of dividends or as to
the distribution of assets on liquidation, dissolution or
winding up;
(B) issue any obligation or security convertible into shares
of stock ranking prior to or on parity with the Series A
Preferred Stock and Series B Preferred Stock as to the payment
of dividends or as to the distribution of assets on liquidation,
dissolution or winding up.
Section 6. Restrictions on Dividends and Stock Repurchases. So long as
any shares of Series A Preferred Stock or Series B Preferred Stock shall
remain outstanding, (a) in no event shall any dividends whatsoever, whether
in cash, stock or otherwise, be paid or declared, or any distribution be
made on any stock ranking junior to the Series A Preferred Stock and Series
B Preferred Stock, unless all dividends of the Series A Preferred Stock and
Series B Preferred Stock for all past dividend periods shall have been
paid, or declared and a sum sufficient for the payment of such dividends
set apart, and (b) during the continuance of any default in the payment of
dividends on, or any mandatory redemption obligations of the Corporation in
respect of, the Series A Preferred Stock or Series B Preferred Stock, the
Corporation shall not purchase, redeem or otherwise acquire for value any
shares of Series A Preferred Stock or Series B Preferred Stock or any
shares of any other stock ranking on a parity with the Series A Preferred
Stock and Series B Preferred Stock as to the payment of dividends or as to
the distribution of assets on liquidation, dissolution or wind up without
the consent, given in person or by proxy, either in writing or by vote at
an annual meeting or at a special meeting called for that purpose, of the
holders of at least a majority in voting power of the outstanding shares of
Series A Preferred Stock and Series B Preferred Stock, voting together as a
single class, present in person or by proxy at such meeting, provided that
a quorum, consisting of at least a majority in voting power of the then
outstanding shares of Series A Preferred Stock and Series B Preferred
Stock, voting together as a single class, is present.
Section 7. Ranking. (a) Any class or series of stock of the Corporation
shall be deemed to rank:
(i) prior to the Series A Preferred Stock and Series B Preferred
Stock, as to the payment of dividends or as to distributions of assets
upon liquidation, dissolution or winding up, as the case may be, if the
holders of such class or series shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the
holders of Series A Preferred Stock and Series B Preferred Stock;
(ii) on a parity with the Series A Preferred Stock and Series B
Preferred Stock as to the payment of dividends, whether or not the
dividend rates or dividend payment dates thereof be different from
those of the Series A Preferred Stock or Series B Preferred Stock, if
the holders of such class or series of stock and the holders of the
Series A Preferred Stock and Series B Preferred Stock shall be entitled
to the receipt of dividends in proportion to their respective amounts
of accrued and unpaid dividends per share, without preference or
priority one over the other, and on a parity with the Series A
Preferred Stock and Series B Preferred Stock as to the distribution of
assets upon liquidation, dissolution or winding up, whether or not the
liquidation prices per share thereof be different from those of the
Series A Preferred Stock or Series B Preferred Stock, if the holders of
such class or series of stock and the holders of the Series A Preferred
Stock and Series B Preferred Stock shall be entitled to the receipt of
amounts distributable upon liquidation, dissolution or winding up in
proportion to their respective liquidation preferences, without
preference or priority one over the other; and
8
<PAGE>
(iii) junior to the Series A Preferred Stock and Series B Preferred
Stock, as to the payment of dividends or as to the distribution of
assets upon liquidation, dissolution or winding up, as the case may be,
if the holders of Series A Preferred Stock and Series B Preferred Stock
shall be entitled to receipt of dividends or of amounts distributable
upon liquidation, dissolution or winding up, as the case may be, in
preference or priority to the holders of shares of such class or
series.
(b) Except for the Common Stock, par value $5.00 per share, of the
Corporation (the "Common Stock") and the Series A Participating Junior
Preferred Stock, without par value, of the Corporation (the "Participating
Junior Preferred Stock"), each other class of stock of the Corporation
existing on the date of the adoption of this Certificate shall be deemed to
rank prior to the Series A Preferred Stock and Series B Junior Preferred
Stock both as to the payment of dividends and as to the distribution of
assets upon liquidation, dissolution or winding up. The Series A Preferred
Stock and Series B Preferred Stock shall be deemed to rank on a parity with
each other both as to the payment of dividends and as to the distribution
of assets upon liquidation, dissolution or winding up. The Common Stock and
the Participating Preferred Stock shall be deemed to rank junior to the
Series A Preferred Stock and Series B Preferred Stock both as to the
payment of dividends and as to the distribution of assets upon liquidation,
dissolution or winding up.
Section 8. Status of Redeemed or Acquired Shares. Any shares of Series A
Preferred Stock which shall have been redeemed or otherwise acquired by the
Corporation shall be restored to the status of authorized but unissued
shares of Junior Preferred Stock undesignated as to series.
Section 9. Liquidation Rights. (a) The amount that the holders of Series
A Preferred Stock shall be entitled to receive in the event of any
dissolution, liquidation or winding up of the affairs of the Corporation,
whether voluntary or involuntary (collectively, a "Liquidation"), shall be
$50.00 per share, plus an amount equal to all accrued and unpaid dividends
to the date of Liquidation including any changes in dividends payable due
to changes in the annual dividend rate or Dividends Received Percentage,
and Additional Dividends, if any, and no more. After such amount is paid in
full, no further distributions or payments shall be made in respect of
shares of Series A Preferred Stock, such shares of Series A Preferred Stock
shall no longer be deemed to be outstanding or be entitled to any powers,
preferences, rights or privileges, including voting rights, and such shares
of Series A Preferred Stock shall be surrendered for cancellation to the
Corporation.
(b) In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, then, before any distribution or payment shall
be made to the holders of any class or series of stock of the Corporation
ranking junior to the Series A Preferred Stock and Series B Preferred
Stock, the holders of the Series A Preferred Stock and Series B Preferred
Stock (subject to the rights of the Preferred Stock) shall be entitled to
be paid in full the amounts set forth in paragraph (a) of this Section 9.
After such payment shall have been made in full to the holders of the
Series A Preferred Stock and Series B Preferred Stock, the remaining assets
and funds of the Corporation shall be distributed among the holders of the
stock of the Corporation ranking junior in respect thereof to the Series A
Preferred Stock and Series B Preferred Stock according to their respective
rights. In the event that the assets of the Corporation available for
distribution to holders of Series A Preferred Stock and Series B Preferred
Stock shall not be sufficient to make the payment herein required to be
made in full and to pay in full the liquidation preference on all other
shares of stock of the Corporation ranking on a parity with the Series A
Preferred Stock and Series B Preferred Stock as to amounts distributable
upon dissolution, liquidation or winding up of the Corporation, such assets
shall be distributed to the holders of the respective shares of Series A
Preferred Stock, Series B Preferred Stock and any such other parity stock
pro rata in proportion to the full amounts payable upon the shares of
Series A Preferred Stock, Series B Preferred Stock and any such other
parity stock if all amounts payable thereon were paid in full.
Section 10. Increase in Shares. The number of shares of Series A
Preferred Stock may, to the extent of the Corporation's authorized and
unissued Junior Preferred Stock, be increased and may be decreased (but not
below the number of shares thereof then outstanding) by further resolution
duly adopted by the Board of Directors and the filing and recording of a
certificate pursuant to the provisions of the General Corporation Law of
the State of Delaware stating that such increase or decrease has been so
authorized.
9
<PAGE>
Section 11. Maturity. Unless otherwise redeemed as provided herein, the
term of the Series A Preferred Stock shall be perpetual.
IN WITNESS WHEREOF, said Tenneco Inc. has caused this Certificate to be
signed by , as , this th day of , 1996.
TENNECO INC.
By: _________________________________
Name:
Title:
10
<PAGE>
EXHIBIT
CERTIFICATE OMITTED: THE FACE OF THE CERTIFICATE HAS A COLORED BORDER DESIGN
APPROXIMATELY ONE-HALF INCH IN WIDTH ON THE MARGINS. THE CERTIFICATE NUMBER AND
THE NUMBER OF SHARES ALSO HAVE A BORDER DESIGN.
% CUMULATIVE JUNIOR PREFERRED STOCK, % CUMULATIVE JUNIOR PREFERRED STOCK,
SERIES A SERIES A
PA
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN
NEW YORK, N.Y.
CUSIP 880370 66 3
TENNECO INC.
% CUMULATIVE JUNIOR PREFERRED STOCK, SERIES A
This certifies that SEE REVERSE FOR CERTAIN DEFINITIONS
is the owner of
FULL-PAID AND NON-ASSESSABLE SHARES WITHOUT PAR VALUE OF % CUMULATIVE JUNIOR
PREFERRED STOCK, SERIES A
of Tenneco Inc, transferable on the books of the Corporation in person or by
duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the Certificate of Incorporation of the
Corporation (copies of which are filed with the Transfer Agent), to all of which
the holder by acceptance hereof assents. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
Witness the seal of the Corporation and the signatures of its duly
authorized officers.
Dated
/s/ Karl A. Stewart
SECRETARY COUNTERSIGNED AND REGISTERED:
THE FIRST NATIONAL BANK OF BOSTON
TRANSFER AGENT
AND REGISTRAR
/s/ Dana G. Mead BY
CHAIRMAN OF THE BOARD
AUTHORIZED SIGNATURE
<PAGE>
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- __________ Custodian ___________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act______________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
TENNECO INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE
TRANSFER AGENT.
For Value Received, ___________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
| |
- ---------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------Shares
of the Stock represented by the within certificate and do hereby irrevocably
constitute and appoint
- -----------------------------------------------------------------------attorney,
to transfer the same on the books of the within-named Corporation, with full
power of substitution in the premises.
Dated
-----------------------
---------------------------------
NOTICE: The Signature to the Assignment must correspond with the name as written
upon the face of the Certificate in every particular, without alteration or
enlargement or any change whatever.
